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Secretary of State. These Setup Costs include the necessary hardware, firmware, <br />and software upgrades, special mailings to voters regarding RCV, voter <br />education, voter outreach, and poll worker training. Collectively, these costs shall <br />be referred to as "Setup Costs". The Setup Costs shall not exceed $ 1,500,000.00 <br />(one million five hundred thousand dollars) for the RCV elections to be held in <br />November of 2010. <br />Each City agrees and understands that the RCV Setup Costs described above are <br />in addition to the normal costs of conducting an election on each City's behalf. <br />Each City remains responsible for these election costs. Such costs include, by <br />way of example, the tallying of the votes, post-election processing, staffing of <br />polling places, canvassing, etc. <br />c. Allocation and Reimbursement of Costs: Each City's Proportionate Share shall <br />be determined by dividing the number of registered voters in each of the <br />participating Cities by the total number of registered voters in all of the <br />participating Cities. The total number of registered voters for each of the Cities <br />shall be determined according to the Registrar's last official report of <br />registration to the Secretary of State prior to the election for which an invoice <br />for each City's Proportionate Share was issued by the County. The allocation <br />for 2010 is set forth in Exhibit A hereto. The allocation in Exhibit A is subject <br />to change if any City or Cities decide not to hold an RCV election and <br />terminate its or their participation in this MOU. In such cases, the allocation <br />for each participating City will be recalculated as outlined in this section. <br />Other jurisdictions within Alameda County that adopt RCV shall reimburse the <br />Cities for their Setup Costs, and shall pay the County/Registrar for their ongoing <br />costs, according to a formula agreed upon in writing by all parties to this MOU. <br />d. The County/Registrar shall require any jurisdiction that adopts RCV to become a <br />party to this MOU as a condition of conducting RCV elections for that <br />jurisdiction. Prior to the accession of a new party, all parties shall negotiate in <br />good faith to agree upon an equitable formula for determining the amount in <br />which the new party shall reimburse the Cities for a fair share of the Setup Costs <br />they have incurred, and for sharing the costs of RCV after accession. <br />e. If the County/Registrar desires to change to a vendor other than Sequoia, Inc., or <br />accept an upgrade or other RCV implementation software or hardware that incurs <br />more than one-half the Setup Cost, it shall give 90 days advance notice to all <br />other parties. Upon such notice, all parties shall negotiate in good faith to agree <br />upon an equitable formula for determining the amount, if any, that the Cities <br />should be required to reimburse the County/Registrar for a fair share of the new <br />Setup Costs directly attributable to RCV. <br />